(k) Expenses. Each party will pay all expenses (including legal, professional and out-of-pocket expenses) incurred or payable by it in connection with the negotiation, preparation, and execution of this Lease and the other Operative Agreements and all such expenses related to any amendment to or extension of or other documentation in connection with, or the granting of any waiver or consent under this Lease and the other Operative Agreements. Notwithstanding the foregoing, Lessee will pay to Lessor and Lessor Lender or its order on demand all reasonable expenses (including reasonable legal and other costs) payable or incurred by Lessor and Lessor Lender for FAA counsel and in connection with the initial registration of this Lease and Lessor Lender's interest therein, and the enforcement of, registration of or preservation of any of Lessor's and Lessor Lender rights under this Lease and the other Operative Agreements associated with or arising, directly or indirectly, from the occurrence of an Event of Default or from a Permitted Sublease hereunder.



 (l) Exhibits. Each of the Exhibits A through G attached hereto are incorporated herein by reference and shall be deemed a part hereof.



 


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**IN WITNESS WHEREOF**, Lessor and Lessee, each pursuant to due authority, have each caused this Lease to be executed by their duly authorized officers as of the day and year first above written.



 


 **LESSOR:**

**PEGASUS AVIATION II, INC.**
 


 


 By:  



 Name:  



 Title:  



 


 


 **LESSEE:**

**VANGUARD AIRLINES, INC.**
 


 


 By:  



 Name:  



 Title:  


**EXHIBIT A